Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2019

FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

                FLORIDA          001-36769          47-2449198
            ----------------    -----------     -------------------
            (State or other     (Commission     (I.R.S. Employer
            jurisdiction        File Number)    Identification No.)
            of incorporation

200 W. Forsyth Street, 7th Floor
Jacksonville, Florida                                     32202
---------------------------------------------           ----------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (904) 858-9100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2 of this chapter).

Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

CURRENT REPORT ON FORM 8-K

FRP HOLDINGS, INC.

March 7, 2019

ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 7, 2019, FRP Holdings, Inc. (the "Company") issued a press release announcing results for the fourth quarter and year ended December 31, 2018. A copy of the press release is furnished as Exhibit 99.

The information in this report (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

99 Press Release dated March 7, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRP HOLDINGS, INC.

Date:  March 7, 2019            By:  /s/ John D. Milton, Jr.
                                -------------------------------------------
                                John D. Milton, Jr.
                                Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

99 Press Release dated March 7, 2019, issued by FRP Holdings, Inc.

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